As filed with the Securities and Exchange Commission on July ____, 1998
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CHIQUITA BRANDS INTERNATIONAL, INC.
(Exact name of issuer as specified in its charter)
New Jersey 04-1923360
State of incorporation) (I.R.S. Employer Identification No.)
250 East Fifth Street, Cincinnati, Ohio 45202
(Address of Principal Executive Offices) (Zip Code)
1997 AMENDED AND RESTATED CHIQUITA BRANDS INTERNATIONAL, INC.
DEFERRED COMPENSATION PLAN
(Full title of the plan)
ROBERT W. OLSON, ESQ.
Senior Vice President, General Counsel and Secretary
Chiquita Brands International, Inc.
250 East Fifth Street
Cincinnati, Ohio 45202
(Name and address of agent for service)
Telephone number, including area code,
of agent for service: (513) 784-8804
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share price fee
__________ __________ _________ _________ ____________
<S> <C> <C> <C> <C>
Deferred $27,225,000 n/a $27,225,000 $8,031.37
Compensation
Obligations
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents of the registrant are incorporated by reference
into and made a part of this registration statement. In addition, all
documents subsequently filed by the registrant pursuant to Sections 13, 14
and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the
filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities remaining unsold,
shall be deemed to be incorporated by reference into this registration
statement and to be a part hereof from the date of filing of such documents.
(a) The registrant's Annual Report on Form 10-K for the year ended
December 31, 1997;
(b) All other reports filed by the registrant pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended, since
December 31, 1997; and
(c) The description of the registrant's common stock contained in its
Registration Statement on Form 8-A/A (Amendment No. 1) filed on June
18, 1998 under the Securities Exchange Act of 1934.
Item 4. Description of Securities
The deferred compensation obligations registered are issuable under the
1997 Amended and Restated Chiquita Brands International, Inc. Deferred
Compensation Plan (the "Plan"). Participants in the Plan may elect to defer,
within the limitations set by the Plan, portions of their compensation for the
forthcoming Plan year. Deferrals are made for a term specified by a
Participant, except to the extent limited by or specified in the Plan.
Deferred amounts are credited with interest at the rate specified in an
Interest Rate Schedule for that Plan year and the applicable deferral term.
All deferred amounts and interest on such amounts, offset by any
distributions, are credited to an account maintained in the name of each
participant. Generally, deferred amounts are paid on the earlier of the end
of the specified deferral term or a participant's death, disability or
termination of employment. The right of a participant to receive payments
under the Plan is an unsecured claim against the general assets of the
registrant.
Item 5. Interests of Named Experts and Counsel
The legality of the securities being registered has been passed upon by
Robert W. Olson, Esq., Senior Vice President, General Counsel and Secretary of
the registrant. Mr. Olson presently holds shares of Common Stock in the
registrant's Savings and Investment (401(k)) Plan as well as employee stock
options to purchase additional shares of Common Stock and participates in the
Plan.
Item 6. Indemnification of Directors and Officers
Article VI of the registrant's By-Laws provides directors and officers
with the right to indemnification and advancement of expenses to the fullest
extent not prohibited by the New Jersey Business Corporation Act. Directors
and officers of the registrant are indemnified generally against expenses and
liabilities incurred in connection with any proceedings, including proceedings
by or on behalf of the registrant, relating to their service to or at the
request of the registrant. However, no indemnification may be made if a
final adjudication establishes that a person's acts or omissions (a) breached
the person's duty of loyalty to the registrant or its shareholders, (b) were
not in good faith or involved a knowing violation of the law, or (c) resulted
in receipt by the person of an improper personal benefit. Section VIII of
the registrant's Second Restated Certificate of Incorporation also limits
the liability of the registrant's directors and officers, to the fullest
extent permitted by the New Jersey Business Corporation Act, to the registrant
or its shareholders for monetary damages for breach of any duty, except in the
situations set forth in (a) through (c) above.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
Exhibit
Number
_______
5 Opinion of Counsel
23.1 Consent of Ernst & Young LLP
23.2 Consent of Deloitte & Touche LLP
23.3 Consent of Counsel (included in Exhibit 5)
24 Power of Attorney
Item 9. Undertakings
*(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table
in the effective registration statement;
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
*(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to section 13(a) or section 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
*(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
* Paragraph references correspond to those of Item 512 of
Regulation S-K.
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, as amended, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Cincinnati, State of
Ohio as of the 14th day of July, 1998.
CHIQUITA BRANDS INTERNATIONAL, INC.
By:/s/ Carl H. Lindner
___________________________________
Carl H. Lindner, Chairman of the Board
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities indicated as of the 14th day of July, 1998.
Signature Title
/s/ Carl H. Lindner Chairman of the Board and
________________________ Chief Executive Officer
Carl H. Lindner
/s/ Keith E. Lindner Vice Chairman of the Board
________________________
Keith E. Lindner
/s/ Steven G. Warshaw Director, President and Chief
________________________ Operating Officer
Steven G. Warshaw
/s/ Fred J. Runk Director
________________________
Fred J. Runk
/s/ Jean Head Sisco Director
________________________
Jean Head Sisco
________________________ Director
William W. Verity
/s/ Oliver W. Waddell Director
________________________
Oliver W. Waddell
/s/ Warren J. Ligan Senior Vice President and Chief Financial
________________________ Officer
Warren J. Ligan
/s/ William A. Tsacalis Vice President and Controller
________________________ (Chief Accounting Officer)
William A. Tsacalis
<PAGE>
Exhibits 5 and 23.3
Robert W. Olson
Senior Vice President, General Counsel and Secretary
Chiquita Brands International Inc.
250 East Fifth Street
Cincinnati, Ohio 45202
July 14, 1998
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: 1997 Amended and Restated Chiquita Brands International, Inc.
Deferred Compensation Plan
Dear Sir or Madam:
I have acted as counsel to Chiquita Brands International, Inc., a New
Jersey corporation ("Chiquita"), in connection with the registration of
$27,225,000 in deferred compensation obligations (the "Securities") which may
be issued pursuant to the 1997 Amended and Restated Chiquita Brands
International, Inc. Deferred Compensation Plan (the "Plan").
I have examined such records and documents and have made such
investigations of law and fact as I have deemed necessary for purposes of this
opinion and, based upon such review, I am of the opinion that the Securities
have been duly and validly authorized and, when issued in accordance with the
terms of the Plan, will be legally issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement on Form S-8 to be filed by Chiquita to effect
registration under the Securities Act of 1933 of the Securities.
Very truly yours,
/s/ Robert W. Olson
<PAGE>
Exhibit 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the 1997 Amended and Restated Chiquita Brands
International, Inc. Deferred Compensation Plan of our report dated February 11,
1998, with respect to the consolidated financial statements of Chiquita Brands
International, Inc. incorporated by reference in its Annual Report on Form 10-K
for the year ended December 31, 1997 and the related financial statement
schedule included therein, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
_____________________
ERNST & YOUNG LLP
Cincinnati, Ohio
July 14, 1998
<PAGE>
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement on
Form S-8 and related prospectus pertaining to the 1997 Amended and Restated
Deferred Compensation Plan of Chiquita Brands International, Inc. of our report
dated June 19, 1997 (October 10, 1997 as to Note L), with respect to the
financial statements of Stokely USA, Inc., for the year ended March 31, 1997,
and incorporated by reference in the Chiquita Brands International, Inc.
Report on Form 8-K dated January 16, 1998.
/s/ Deloitte & Touche LLP
_________________________
DELOITTE & TOUCHE LLP
Milwaukee, Wisconsin
July 9, 1998
<PAGE>
Exhibit 24
POWER OF ATTORNEY
We, the undersigned directors of Chiquita Brands International, Inc.,
hereby appoint William A. Tsacalis and Robert W. Olson, or either of them, our
true and lawful attorneys and agents, to do any and all acts and things in our
names and on our behalf in our capacities indicated below, which said attorneys
and agents, or each of them, may deem necessary or advisable to enable said
corporation to comply with the Securities Act of 1933, as amended, and any
rules, regulations and requirements of the Securities and Exchange Commission,
in connection with a Registration Statement on Form S-8 to be filed in
connection with the registration of deferred compensation obligations issuable
under the 1997 Amended and Restated Chiquita Brands International, Inc.
Deferred Compensation Plan including, without limitation, power and authority
to sign for us, or any of us, in our names in the capacities indicated below,
any and all amendments to such Registration Statement, and we hereby ratify
and confirm all that said attorneys and agents, or each of them, shall do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Power of Attorney has been signed below by the following persons
as of the 14th day of July, 1998 in the capacities indicated:
Signature Title
/s/ Carl H. Lindner Chairman of the Board and
________________________ Chief Executive Officer
Carl H. Lindner
/s/ Keith E. Lindner Vice Chairman of the Board
________________________
Keith E. Lindner
/s/ Steven G. Warshaw Director, President and Chief
________________________ Operating Officer
Steven G. Warshaw
/s/ Fred J. Runk Director
________________________
Fred J. Runk
/s/ Jean Head Sisco Director
________________________
Jean Head Sisco
________________________ Director
William W. Verity
/s/ Oliver W. Waddell Director
________________________
Oliver W. Waddell
